terms - stylist school

C O A C H I N G B Y KATE TAYLOR OF TAYLOR MADE COACHING, LLC

S E R V I C E A G R E E M E N T

This Agreement to provide the 2019 Stylist School Program is entered into by and between Kate Taylor of Taylor Made Coaching, LLC. info@KateTaylorStylist.com (“Coach”), and you (“Client”), (collectively, “Parties”) based upon the Services, Payment, and other requirements, as set forth below (“Agreement”).

1. SERVICES.

Client requests Coach provide services as set forth on the sales page of https://katetaylor.lpages.co/stylist-school/ (“sales page”). Coach reserves the right to modify or change any of the modules on the sales page, at any time and without notice to Client. Further, the cost of any services provided by any referrals given are expressly excluded from this Agreement.

2. PAYMENT.

Payment shall be made by credit card through “sales page” or the manual processing of Client’s credit card via Coach and Coach’s staff, in the amount selected by Client via the “sales page”. Upon the submission of the initial payment, Client agrees to be responsible for the entire payment plan as indicated on said payment page, if any. If Coach has offered Client a payment plan, Client agrees to make timely payments, or if additional payments are not able to be processed, Client understands that the reminder of Services may be forfeited until payment is made.

If any payment is over 5 days past due, interest will be added to and payable on all overdue amounts at 5 (five) percent per year, or the maximum percentage allowed under applicable California laws, whichever is less. Client shall pay all costs of collection, including without limitation, reasonable attorney fees.

In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, Coach has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement.

3. TERM/TERMINATION.

This Agreement will terminate automatically upon completion by Coach of the Services required by this Agreement. In the event that Client is in arrears of payment or otherwise in default of this Agreement, all payments due hereunder shall be immediately due and payable. Coach shall be allowed to immediately collect all sums from Client and terminate providing further Services to Client. In the event that Client is in arrears of payments to Coach, Coach retains the sole discretion to continue to offer Services after payment is finally received.

4. WORK PRODUCT OWNERSHIP.

Any copyrightable works, ideas, or other information (collectively “Work Product”) developed in whole or in part by Coach in connection with the Services will be the exclusive property of Coach. Such materials shall be provided to Client for his or her individual use only, and Client shall not be authorized to use any of Coach’s intellectual property or Work Product for any personal, commercial, or business purposes outside the limits of this Agreement. Client shall not be authorized to share, copy, post, reproduce, duplicate, sell, trade, resell, distribute, exploit, or otherwise disseminate any materials (including, but not limited to, course and/or program materials) received from Coach electronically or otherwise without the prior written consent of the Coach. All intellectual property, including Coach’s copyrighted course and program materials, any worksheets or related documents, processes of Coach, or any custom strategies or custom coaching tips, shall remain the sole property of Coach. No license to sell or distribute Coach’s course or program materials is granted or implied.

5. CONFIDENTIAL RELATIONSHIP.

Both Parties agree not to disclose, reveal, or make use of any Confidential Information learned of through its transactions together through written materials, during discussions, the working sessions, or otherwise, without prior written consent. The term “Confidential Information” means any proprietary information, technical data, trade secrets or know-how, including, but 1

COACHING BY KATE TAYLOR – STYLIST SCHOOL CLIENT SERVICE AGREEMENT

not limited to, research, product plans, products, services, business procedures, potential and current client lists, developments, inventions, processes, e-mail formats, spreadsheets, templates, course or program materials, technology, worksheets, e-mail tips or strategies, marketing, finances or other business information disclosed between both Parties either directly or indirectly. Both Parties and their respective employees, agents, and representatives will protect such information and shall use its best efforts to safeguard and treat it as strictly confidential; provided, however, the Coach has the right to use pictures or photographs from the live events, and pieces and parts involved in Services in Coach’s social media, blog, marketing, and workshops without the prior consent of Client. If Coach wishes to use pieces or parts of the Services for any other purpose, Coach must get the prior written permission of the Client. This provision will continue to be effective after the termination of this Agreement.

The damages arising out of any breach of this confidentiality provision are and will be extremely difficult to ascertain, and therefore the Client to this Agreement agrees that any breach of this Paragraph five (5) will result in an award of liquidated damages in the amount of $1,000 per breach as damages and not as a penalty, in addition to any other remedies available to the non-breaching party (including, without limitation, reasonable attorneys’ fees).

6. OBLIGATION TO MAINTAIN ANOTHER CLIENT’S CONFIDENTIALITY.

Each Client (collectively, “Clients”) may (but is not required to) disclose certain of its confidential and proprietary information to the other Clients in the Stylist School Program. “Confidential Disclosures” means: information relating to the other Client or his/her current or proposed business, including budgets and projections, research, product plans, processes, customer identifying information, potential and intended customers, employers, products, coaching tips, strategies, marketing plans, branding, business plans, and other confidential information.

Each Client shall keep the Confidential Disclosures confidential. The damages arising out of any breach of this confidentiality provision are and will be extremely difficult to ascertain, and therefore the Client to this Agreement agrees that any breach of this Paragraph six (6) will result in an award of liquidated damages in the amount of $1,000 per breach as damages and not as a penalty, in addition to any other remedies available to the non-breaching party (including, without limitation, reasonable attorneys’ fees).

7. NON-DISPARAGEMENT.

Parties agree, both during and after the term of this Agreement, not to disparage, or make any disparaging remarks, or make remarks which could be construed as disparaging, or send any disparaging communications or communications which could be construed as disparaging concerning the other party, its respective reputation, business performance, and officers, directors, agents, and employees, to anyone. The damages arising out of any breach of this non-disparagement provision are and will be extremely difficult to ascertain, and therefore the Client to this Agreement agrees that any breach of this Paragraph seven (7) will result in an award of liquidated damages in the amount of $750 per breach as damages and not as a penalty, in addition to any other remedies available to the non-breaching party (including, without limitation, reasonable attorneys’ fees).

8. DUTIES OF CLIENT.

Client agrees to behave professionally, courteously, and respectfully. Client acknowledges and agrees that Client’s participation is the vital element to the program’s success. Coach makes no guarantee or warranty that Services and/or this program will meet Client’s requirements or that all clients will achieve the same results. If Client has monthly one-on-one coaching sessions, Client agrees to book each and every monthly one-on-one coaching session by either contacting info@KateTaylorStylist.com or through the online calendar. Client acknowledges if he or she fails to use or complete a one-on-one coaching session by the end of each month, then it is forfeited. Client shall give 24 hours’ notice to reschedule any session within the month. In the event that Client does not give 24 hours’ notice to reschedule the one-on-one monthly coaching session, then Client agrees that his or her monthly session is forfeited.

9. INDEMNIFY.

Client shall defend, indemnify, and hold harmless Coach, officers, trustees, affiliates, and successors from and against any and all damages, liabilities or expenses (including without limitation attorney’s fees and costs, claims, damages, judgments, awards, settlements, investigations, fees, and disbursements) incurred by Coach resulting from third parties claims or threats 2

COACHING BY KATE TAYLOR – STYLIST SCHOOL CLIENT SERVICE AGREEMENT

of claims arising (i) the provision of the services contemplated hereunder, (ii) the conduct of business and (iii) any infringement or violation of any third party right of Coach’s intellectual property. This indemnification obligation shall survive the termination of this Agreement.

10. LIMITATIONS, INCLUDING NO SUBSTITUTE FOR MEDICAL TREATMENT.

Services being provided by Coach do not constitute behavioral health treatment, counseling, or the practice of psychotherapy, a referral will be offered if these services are needed or requested. Coach is not responsible for any decisions made by Client as a result of the coaching and any consequences thereof. And, if Client were to become involved in litigation, information revealed by Client could be discoverable as there is no “coach-client privilege” in California.

11. DISPUTE RESOLUTION.

Parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the Parties. If the matter is not resolved by negotiation, Parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof in Los Angeles County, CA.

Both Parties agree that this shall be a final and binding arbitration, under the rules of the American Arbitration Association. BOTH PARTIES UNDERSTAND AND AGREE THAT THIS IS A WAIVER OF EACH AND EVERY RIGHT TO A JURY TRIAL.

12. REFUND & EXCHANGE POLICY.

Client acknowledges and agrees that there will be no refunds or exchanges for any reason. All services and programs purchased from Taylor Made Coaching, LLC are purchased by each client to be used within 6 months of the original signed contract. By purchasing services with Taylor Made Coaching, LLC, you are confirming that you have read and understand our no refunds or exchanges policy.

13. ENTIRE AGREEMENT.

This Agreement contains the entire agreement of Parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior or future written or oral agreements between Parties, unless this Agreement is modified or amended in writing by both Parties.

14. NON-ASSIGNABILITY.

This Agreement herein may not be assigned by Client to a third party without prior written approval of Coach.

15. SEVERABILITY.

If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. The ownership, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this Agreement shall survive the termination of this Agreement for any reason.

16. GOVERNING LAW & VENUE SELECTION.

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This Agreement shall be (i) governed by the laws of the state of Massachusetts without regard to its conflicts of law provisions, and (ii) subject to service of process by and in the State of Massachusetts. Any arbitration suits arising out of or related to this Agreement shall be filed in Suffolk County, Massachusetts.

17. MISCELLANEOUS.

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both Parties in a mutual effort.

IN WITNESS WHEREOF, the parties here have agreed to execute this Agreement as of the initial payment date by checking the terms and conditions box.

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